EX-5.1 3 a11-29715_4ex5d1.htm EX-5.1<\/p>\n
Exhibit 5.1<\/strong><\/p>\n DUKE ENERGY CORPORATION<\/p>\n 550 S. Tryon Street<\/p>\n Charlotte, North Carolina 28202<\/p>\n November 17, 2011<\/p>\n Duke Energy Corporation<\/p>\n 550 S. Tryon Street<\/p>\n Charlotte, North Carolina 28202<\/p>\n Re: Duke Energy Corporation $500 million 2.15% Senior Notes due 2016<\/u>\n<\/p>\n Ladies and Gentlemen:<\/p>\n I am Deputy General Counsel and Assistant Secretary of Duke Energy This opinion is being delivered in accordance with the requirements of Item I am a member of the bar in the State of North Carolina and my opinions set <\/p>\n In rendering the opinion set forth herein, I or attorneys under my (a) the registration statement on Form S-3 (File No. 333-169633) of the (b) the prospectus, dated September 29, 2010 relating to the offering of (c) the preliminary prospectus supplement, dated November 14, 2011, and the (d) the prospectus supplement, dated November 14, 2011, and the prospectus, (e) the Amended and Restated Certificate of Incorporation of the Company, (f) the Amended and Restated By-laws of the Company, effective as of February (g) an executed copy of the Original Indenture;<\/p>\n (h) the form of Supplemental Indenture;<\/p>\n (i) an executed copy of the Underwriting Agreement;<\/p>\n (j) certificates representing the Securities;<\/p>\n (k) the issuer free writing prospectus issued at or prior to 2:15 p.m. 2<\/p>\n <\/p>\n (l) the Statement of Eligibility under the Trust Indenture Act of 1939, as (m) resolutions of the Board of Directors of the Company, adopted on May 6, (n) the written consent of the Assistant Treasurer of the Company, dated as I or attorneys under my supervision (with whom I have consulted) have also In my examination, I or attorneys under my supervision (with whom I have The opinion set forth below is subject to the following further (i) the validity or enforcement of any agreements or instruments may be (ii) I do not express any opinion as to the applicability or effect of any 3<\/p>\n <\/p>\n Based upon the foregoing and subject to the limitations, qualifications, I hereby consent to the filing of this opinion with the Commission as Exhibit Very truly yours,<\/p>\n<\/td>\n<\/tr>\n \/s\/ Robert T. Lucas III, Esq.<\/p>\n<\/td>\n<\/tr>\n Deputy General Counsel,<\/p>\n<\/td>\n<\/tr>\n Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4<\/p>\n
\nCorporation, a Delaware corporation (the “Company”), and in such capacity have
\nacted as counsel to the Company in connection with the public offering of $500
\nmillion aggregate principal amount of the Company153s 2.15% Senior Notes due 2016
\n(the “Securities”). The Securities are to be issued pursuant to an Indenture,
\ndated as of June 3, 2008 (the “Original Indenture”), by and between the Company
\nand The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”),
\nas amended and supplemented by various supplemental indentures thereto,
\nincluding the Sixth Supplemental Indenture, dated as of November 17, 2011,
\nbetween the Company and the Trustee, relating to the Securities (the
\n“Supplemental Indenture”) (the Original Indenture, as amended and supplemented,
\nbeing referred to as the “Indenture”). On November 14, 2011, the Company entered
\ninto an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas
\nSecurities Corp., Credit Suisse Securities (USA) LLC and Morgan Stanley &
\nCo. LLC, as representatives of the several underwriters named therein (the
\n“Underwriters”), relating to the sale by the Company to the Underwriters of the
\nSecurities.<\/p>\n
\n601(b)(5) of Regulation S-K under the Securities Act.<\/p>\n
\nforth herein are limited to Delaware corporate law and the laws of the State of
\nNew York and the federal laws of the United States that, in my experience, are
\nnormally applicable to transactions of the type contemplated above and, to the
\nextent that judicial or regulatory orders or decrees or consents, approvals,
\nlicenses, authorizations, validations, filings, recordings or registrations with
\ngovernmental authorities are relevant, to those required under such laws (all of
\nthe foregoing being referred to as “Opined on Law”). I do not express any
\nopinion with respect to the law of any jurisdiction other than Opined on Law or
\nas to the effect of any such non-opined law on the opinions herein stated. This
\nopinion is limited to the laws, including the rules and regulations, as in
\neffect on the date hereof, which laws are subject to change with possible
\nretroactive effect.<\/p>\n
\n
\nsupervision (with whom I have consulted) have examined originals or copies,
\ncertified or otherwise identified by my satisfaction, of:<\/p>\n
\nCompany relating to the Securities and other securities of the Company filed on
\nSeptember 29, 2010, with the Securities and Exchange Commission (the
\n“Commission”) under the Securities Act of 1933, as amended (the “Securities
\nAct”), allowing for delayed offerings pursuant to Rule 415 under the Securities
\nAct and the information deemed to be a part of such registration statement as of
\nthe date hereof pursuant to Rule 430B of the General Rules and Regulations under
\nthe Securities Act (the “Rules and Regulations”) (such registration statement,
\nbeing hereinafter referred to as the “Registration Statement”);<\/p>\n
\nsecurities of the Company, which forms a part of and is included in the
\nRegistration Statement;<\/p>\n
\nprospectus, dated September 29, 2010, relating to the offering of the Securities
\nin the form filed with the Commission pursuant to Rule 424(b) of the Rules and
\nRegulations;<\/p>\n
\ndated September 29, 2010, relating to the offering of the Securities in the form
\nfiled with the Commission pursuant to Rule 424(b) of the Rules and Regulations;\n<\/p>\n
\ndated as of April 3, 2006, as amended, as certified by the Secretary of State of
\nthe State of Delaware;<\/p>\n
\n26, 2008, as amended;<\/p>\n
\n(Eastern time) on November 14, 2011, which the Company was advised is the time
\nof the first contract of sale of the Securities, attached as Schedule C to the
\nUnderwriting Agreement and filed with the Commission pursuant to Rule 433(d) of
\nthe Securities Act and Section 5(e) of the Underwriting Agreement;<\/p>\n
\n
\namended, on Form T-1, of the Trustee;<\/p>\n
\n2010, relating to the preparation and filing with the Commission of the
\nRegistration Statement and the issuance of the Company153s securities; and<\/p>\n
\nof November 14, 2011.<\/p>\n
\nexamined originals or copies, certified or otherwise identified to my
\nsatisfaction, of such records of the Company and such agreements, certificates
\nand receipts of public officials, certificates of officers or other
\nrepresentatives of the Company and others, and such other documents as I or
\nattorneys under my supervision (with whom I have consulted) have deemed
\nnecessary or appropriate as a basis for the opinions set forth below.<\/p>\n
\nconsulted) have assumed the legal capacity of all natural persons, the
\ngenuineness of all signatures, the authenticity of all documents submitted to me
\nas originals, the conformity to original documents of all documents submitted to
\nme as facsimile, electronic, certified, conformed, or photostatic copies, and
\nthe authenticity of the originals of such documents. In making my examination of
\nexecuted documents or documents to be executed, I have assumed that the parties
\nthereto, other than the Company had or will have the power, corporate or
\notherwise, to enter into and perform all obligations thereunder and have also
\nassumed the due authorization by all requisite action, corporate or other, and
\nthe execution and delivery by such parties of such documents, and, as to parties
\nother than the Company, the validity and binding effect on such parties. As to
\nany facts material to this opinion that I or attorneys under my supervision
\n(with whom I have consulted) did not independently establish or verify, we have
\nrelied upon statements and representations of officers and other representatives
\nof the Company and others and of public officials.<\/p>\n
\nqualifications, assumptions and limitations:<\/p>\n
\nlimited by applicable bankruptcy, insolvency, reorganization, moratorium or
\nother similar laws affecting creditors153 rights generally and by general
\nprinciples of equity (regardless of whether enforceability is considered in a
\nproceeding in equity or at law) and<\/p>\n
\nfraudulent transfer, preference or similar law on any agreements or instruments
\nor any transactions contemplated thereby.<\/p>\n
\n
\nexceptions and assumptions set forth herein, I am of the opinion that the
\nSecurities have been duly authorized and executed by the Company, and that when
\nduly authenticated by the Trustee and issued and delivered by the Company
\nagainst payment therefore in accordance with the terms of the Underwriting
\nAgreement and the Indenture, the Securities will constitute valid and binding
\nobligations of the Company, enforceable against the Company in accordance with
\ntheir terms.<\/p>\n
\n5.1 to the Registration Statement through incorporation by reference of a
\ncurrent report on Form 8-K. I also hereby consent to the use of my name under
\nthe heading “Legal Matters” in the prospectus which forms a part of the
\nRegistration Statement. In giving this consent, I do not thereby admit that I am
\nwithin the category of persons whose consent is required under Section 7 of the
\nAct or the rules and regulations of the Commission promulgated thereunder. This
\nopinion is expressed as of the date hereof unless otherwise expressly stated,
\nand I disclaim any undertaking to advise you of any subsequent changes in the
\nfacts stated or assumed herein or of any subsequent changes in applicable laws.\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n \n
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